Code Reloaded: XANA's Revenge
by Lord Maximus
Summary: Rewrite of Code Lyoko: Reloaded. Takes place after Echoes. They thought he was destroyed. They were wrong. Now he has one of them under his control.
1. Chapter 1

Lord Maximus: I don't own Code: Lyoko.

Summary: They thought it was over. They thought he was defeated. They were wrong.

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The peace of the human world has been sound for many centuries, though war consumed it to a horrific degree, humanity always re-established themselves. However no one knew that five humans had discovered a place known as Lyoko inside digital cyberspace. They were given great skills and abilities that were used against the rise of a deadly multi-agent system named Xana. With the help of some allies they thwarted evil and restored peace.

Even though it sounds like a fairy tale evil never dies so easily and the time to take up the fight once again is near. Only this time their great enemy Xana will be even stronger then before. They will have to be ready for this time Xana will strike with great power and has a plan different from anything they have faced.

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It was a dark stormy night in the city of Beverly Hills. Lightning flash across the sky numerous times. The rain poured down onto the city endlessly. However the weather was not the topic of the night.

We come to a large abandoned house. Inside this house was a large laboratory basement. The owners of this house had moved out years ago and left it abandoned and untouched. Until very recently.

BEEP!

BEEP!

We come upon a laptop with a beeping red light. If anyone was around they would have noticed that the beeping sound was that of a timer. But for what? The monitor displayed the timer on the screen.

STATUS: CONNECTED

TIME REMAINING: 1 MINUTE 43 SECONDS

The clock showed it was 11:58.

BEEP!

BEEP!

Lightning flashed through the windows and highlighted the room.

STATUS: CONNECTED

TIME REMAINING: 51 SECONDS

The clock showed it was 11:59. One minute until midnight.

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The clock showed 12:00 pm.

TIME REMAINING: 0 SECONDS

LAUNCH PROGRAM

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The generator the laptop was attached turned on which caused the other computers in the lab to light up as well. A new line of text appeared on the monitor of the laptop.

LAUNCH AUTOMATIC UPDATE

Images appeared on the monitor.

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_Jeremy turning on the supercomputer._

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_Aelita floating upwards through the tower._

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_The Scyphozoa draining Aelita of her memories._

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_William destroying the Core of Lyoko._

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_The Skidbladnir drifting through the digital sea._

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_Odd firing an arrow and devirtualized William from the back._

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_Ulrich stabbing the Kolussus in the eye._

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_A special program swept through the sea._

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In the small laptops memory was a digital world of five sectors. Forest, Desert, Glacier, Mountain, and a gigantic blue orb that served as the center of the virtual world. It was not just a virtual world.

It was a Replica.

The only Replica that had all five sectors and towers.

On this parallel plane of existence a strange mind awoke. It received all of the data that was retrieved and looked over it carefully. It performed numerous calculations.

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REPLICA ONLINE

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DOWNLOADING DATA

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SAVING DATA

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BINARIES on-line

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XANA PROGRAM ON LINE

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The consciousness that had just awakened looked over the data and reached out to test itself. In the Forest Sector of the Replica appeared a digital wire frame. It was complete and on the ground landed a Tarantula. It roared in approval.

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_It is time . . ._

It reached out and opened the gate to the vast network humans call the Internet.

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INITIATE CODE: REBOOT

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A signal was sent out and spread across the network. The entity thought to be destroyed has returned. His enemies failed and they do not even know. Stealth shall be taken for now.

He would not mindlessly attack like before.

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NUMBER OF REPLICAS ON-LINE: 1

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He decided to watch and see his enemies. He looked to see them enjoying life without their adventures by the looks of it. Oh, just wait when they find out he's back. In the meantime he would wait, he would plan, and he would study

He had all the time in the world.


	2. Chapter 2

Lord Maximus: I don't own Code: Lyoko.

Summary: They thought it was over. They thought he was defeated. They were wrong.

In the sea blue colored Digital Sea a creature resembling a jelly fish escorted by several eel like creatures swam through the upside down underwater city. Its mission was to harvest new data. Its master was right now connecting to the back-up supercomputers. With the help of his Scyphozoa Xana received more and more data that would be useful.

But it wasn't enough.

He wanted to make sure it would take a miracle to stop him. When Jeremy and the others find out he was still alive they would just send out the anti-Xana program that would have finished him if he hadn't have known about it. He needed a place to fall back to. A place safe from the multi-agent program.

What he needed was a core.

With that in mind he set out and decided how. Obviously another Replica. One with extra security in order to be safe. Would it be his Carbon Copy of Lyoko that he kept hidden when the others thought they deleted him?

No. He decided to go for a new design. He spent the next few minutes going over the design for a new sector. He examined it and if he could have grinned he would have.

He launched the program. In the next few minutes he watched as the data grew and shaped itself. He had chosen the perfect computer to house his core. Yes, it was perfect.

Now to deal with recreating his army. He learned now that humans for all their flaws were able to use their emotions and their bonds such as friendship to give them strength. He shall exploit that. He looked over various designs and decided to have some fun.

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LAUNCH PROGRAM

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He watched as his drones downloaded the information. He watched as they began to grow. Soon enough he would launch his next attack against Earth. It would be a matter of time before they would come to battle him again.

He was looking forward to it. He set up a timer.

7 MONTHS, TWO WEEKS, 6 DAYS

The gang would have a surprise when their summer vacation was over.

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(September 2)

Jeremy smiled as he was almost back to school. A new year was about to start and Jeremy was excited. He was excited to meet new people, have new classes, and see his old friends. He would see Yumi, Ulrich, Odd, and Aelita.

And it was year without having to worry about going to Lyoko to fight Xana. They destroyed him last year.

"We're here." said Mr. Belpois.

"Bye, Mom, Dad, I'll send you guys an e-mail tonight." said Jeremy.

He ran out of the car before his parents could remind of something or say goodbye. He first saw the P.E. teacher Jim and remembered how many times he found the supercomputer only to not remember after a trip to the past and the time he fought off a hoard of Xana's monsters. He looked at the usual bench and saw Odd and Aelita sitting on it.

"Hey, Jeremy!" shouted Odd.

"Hey, guys how was your summer?" asked Jeremy.

"Same old, same old. What about you?" Odd.

Yumi and Ulrich came up and Yumi gave him a little hug. "How was your vacation?"

"Good, but it's great to be back." said Jeremy.

"Mine was as boring as usual." said Ulrich.

They talked and talked like good friends they were. Too bad their peaceful life was about to end.

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Perfect. They were all back together. He had spent the last seven months waiting for their summer vacation to end. He could have turned the city into his own personal play ground but he wanted to make sure they were there.

He had planned, studied, and made many preparations. In the mean time he would have to send out the signal.

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Within the depths of the old abandoned factory something was happening.

CODE: REBOOT

The computer that had been shut down eight months ago was slowly whirring back to life. The program collected all the remaining fragments, restored the missing data, and sent a power surge to restore the virtual world. Lyoko has been reawakened.

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In the Forest Sector of the newly activated and recreated Lyoko a tower began to glow red. Xana was on the move.

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The first day of the new year of school ended finally with students happily leaving their classes. They had the same dinner as usual and the former Lyoko warriors began chatting about random things. Little did they know that they were being watched. After school was over and it was time for bed Ulrich's cell phone began to ring.

"Hello?" asked Ulrich,

"Ulrich?" asked a voice.

It was Yumi's voice. Why would she be calling at this time?

"Hey, Yumi. What's up?" asked Ulrich.

"Could you meet by the bleachers ASAP, please? There's something I need to talk to you about." said Yumi.

She hung up before Ulrich could ask and he shrugged. He told Odd where he was going and quickly opened and closed the door. He walked down the hall and headed down the stair where he proceeded to the bleachers. He looked around and saw no sign of Yumi.

She must be running a little late. He leaned on the bleachers as he decided to wait for her when he felt a tap on his shoulder. He whirled around and saw it was Yumi.

"Yumi! What are you trying to do, give me a heart attack?" asked Ulrich catching his breath.

"Sorry, Ulrich. I did not mean to scare you like that. I just felt like playing a little joke." said Yumi smiling bit.

There was something about the way she looked. Her eyes sent a cold shiver down his soul when he looked at her. She smiled in reassurance to let him know there was nothing wrong.

"So what did you want to talk to me about?" asked Ulrich.

"There's something I wanted to show but I want it to be a surprise." said Yumi while smirking.

"What would that be?" asked Ulrich.

"It's right over there." said Yumi turning around and pointing straight ahead of her.

Ulrich walked beside her to get a better look but then something happened even he didn't expect. Yumi's hand grabbed his head and pulled him into a kiss. Ulrich practically melted into her arms. That was when a she let go and Ulrich was suddenly sent flying into the wall.

Yumi had grabbed him and threw him into the wall. He looked up in surprise as Yumi slammed her fist into his face again and again and again. His was now covered in blood when she was done. She smirked to admire her handy work.

'Poor, Ulrich. His emotions for Yumi were always his weakness. I can't believe I never tried it before. Oh, well, live and learn.' thought the imposter.

She picked Ulrich up and placed one arm on over her shoulders as she moved with great speed she left an after image. She ran to the factory with her unconscious hostage and called the elevator up. She smirked as the door opened and revealed the lab. Eight months and not a single thing had changed.

She quickly bound Ulrich's hands and feet before proceeding to the computer and sat in the chair. She began to type with such speed it was invisible to the human eye. She smirked as a program came up.

DIGITAL MERGER SEQUENCE FOUND

She picked up Ulrich and brought him down to the scanner room and placed him in the scanner. She quickly activated the virtualization sequence and vanished in a cloud of black smoke.

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Ulrich woke up and found himself in a complete white plain of existence. Nothing could be seen but an endless white void.

"Where am I?" he asked out loud.

"Limbo." said a voice.

He turned to himself face to face with . . . William. No it wasn't William. The person looked he could pass for William's twin but he wore the same spandex outfit when he was under Xana's control and his eyes were glowing red.

"Hello, Ulrich, long time no see." said the stranger.

"Who are you?" asked Ulrich.

"Oh, please, let's not go through this. You know who I am. Your heart denies it but your soul knows the truth. Eight months I was forced to hide after our last battle, eight months you and your friends reveled in delight knowing I was gone and you no longer had to fight for your survival, and now just when you felt you and your friends were free the abyss once again swallows you alive." said the imposter.

Ulrich's eyes widened and his skin turned pale white. He stepped back which made the stranger smirk as he relished the fear he saw in Ulrich's eyes.

"XANA! But it can't be! You're dead! Franz sacrificed himself and destroyed you!" he shouted.

"So you all believe. However, I had several plans waiting to be executed just incase such a program that could completely delete me be created. Jeremy said I made a mistake when I materialized William at the base in Siberia. It was no mistake and after that I revealed the number of computers I had under my control when I used them to create my strongest monster, what Odd called the Kolossus, forcing Jeremy to come up with an alternate way to destroy my Replicas, a way that would bring my foolish creator out of hiding and out in the open for me to finish him once and for all. Right after the first encounter with the Kolossus I quickly created an exact duplicate program of myself.

Both I and my duplicate wove together so perfectly neither my creator nor Jeremy could tell us apart. After that I enclosed myself in a Replica, cut it off from the Internet so Jeremy's program could not reach me, and placed myself in a cyber sleep that was on a timer program. I must admit I was surprised to believe that not one of you suspected I had a back-up plan. You really disappoint me." said Xana.

"You tricked us! This whole time . . . It was your plan all along. The multi-agent program, Franz, it was your whole plan along." said Ulrich with shock.

"It's like you don't even know me at all, Ulrich. And now because of you being absent from Lyoko for so long the resistance you built up against my influence had now worn off." said Xana.

He stepped aside and Ulrich gasped at what he saw. Just a few feet from him and Xana was an exact duplicate of himself on the ground with its eyes closed.

"What the . . .?"

"That's your physical body." said Xana.

Ulrich turned to Xana who was smirking at him.

"When I had William under my control I was hindered such times when he was fighting me, most specially during times when he only fought Yumi. That's something I will not allow to happen to my new avatar." said Xana.

"My body . . ." said Ulrich.

"Without your mind to resist." said Xana smirking evilly.

"No!" shouted Ulrich.

He quickly charged at Xana with a punch ready but Xana was ready. He vanished into a cloud of black smoke and reappeared behind Ulrich. He smirked and cocked his head.

"Why so angry, Ulrich?" asked Xana.

Ulrich turned around and looked at his hated foe, his body trembling with rage.

"We stopped you before and we'll do it again! No matter how hard you try you'll never beat us!" snapped Ulrich.

Xana only chuckled.

"If you truly stopped me before than why am I still here while Franz, Aelita and my mutual creator, is dead. You never stopped me just slowed me down. And now for your violent act I'll return your courtesy before I lock you in cold storage." said Xana, his smirk changing to stern expression.

A sword appeared in his hand and he used it to stab Ulrich in the shoulder. Ulrich screamed in pain as the dug deep into shoulder. Xana chuckled.

"What's the matter lost all feeling in your right arm? Well, let's make it fair and have the same for the left arm!"

He stabbed the blade into Ulrich's left shoulder and again while Ulrich gasped in pain and splatter everywhere. Xana pulled the blade out and smirked.

"You know if you beg enough I might consider sparing you and your friends' lives. Killing without any reason is what monsters do and I am anything but a monster." said Xana.

Ulrich was on his knees gasping pain with blood flowing everywhere. Xana sighed.

"Oh, well. I guess you have too much of that foolish pride to consider such an easy offer. I guess I'll have to do things the hard way." said Xana.

Ulrich suddenly jumped at Xana and sent him landing on his back. Ulrich grabbed the sword and tried to stab Xana in the chest with it. However Xana vanished into a black cloud of smoke. He reappeared and sent an electrical shock that sent Ulrich onto the ground.

"Idiot!" said Xana.

He kicked Ulrich hard in the ribs with his foot and sighed.

"Don't worry; I'm not going to kill you. Rather I'll do to you what I did to my creator when he first arrived in Lyoko. I'll lock you up in a virtual prison with no body; digital or physical. Nothing but a floating conscious forced to watch as your friends suffer as I deal with them one at a time." said Xana.

He laughed as Ulrich vanished pillar of white light. He calmed down but was smiling.

"Look out, Lyoko Warriors, Xana's back with a whole new face and personality!"


	3. Chapter 3

Lord Maximus: I don't own Code: Lyoko.

Summary: They thought it was over. They thought he was defeated. They were wrong.

The next day all was peaceful and quiet at Kadic Academy. However what the former Lyoko Warriors did not know was that an old enemy had returned and that a plan to affect dozens of lives was being hatched. Ulrich stepped out and inhaled the air for just a second as he walked down the ground towards the café.

"Hey Ulrich!"

He turned and saw Odd and Yumi walking towards him.

"Hey, guys. Where are Jeremy and Aelita?" asked Ulrich,

"Einstein went to pick some stuff for class today and Aelita decided to help him." said Odd.

Ulrich smiled and nodded. Einstein was the nick name for Jeremy and it figures he would try to get some alone time with Aelita. He shrugged and spoke.

"So it's just us before class, huh?"

"You got it." said Odd.

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The morning classes passed by and Ulrich was almost bored to death. He looked at his hand and noticed a familiar symbol pulsing on the back of it. He smirked but quickly wiped it and got back to the 'teacher's lectures.

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It was lunch time now and everyone was at their tables now eating their lunch. But just before Jeremy could greet his friends they all heard a familiar beeping sound.

He froze at the familiar tune as did all of his friends. He opened up his laptop and looked at the screen.

'No, it can't be, not again, please . . .'

On his screen was the image of an activated tower. Aelita nearly shrieked in horror when she saw while everyone turned pale white.

"No . . ." gasped Yumi.

That was when the news on the new TV installed in the café came on.

"We interrupt this program to bring a breaking news story. As of five minutes ago a new computer virus had appeared and has locked up every computer in the city. This new virus has been dubbed the 'Red Eye Virus' and apparently is able to lock up computers and prevent them from being used at all. We'll have more information as technicians work to find a way to counter this virus."

"It's real. It's him!" muttered William.

Xana was still alive!

"We need to get to the factory now!" said Jeremy.

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They arrived at the lab shocked to find the supercomputer reactivated. They had not been to the factory in over eight months yet here it was active as before.

"But how? My father sacrificed himself to power the Anti-XANA program. He wouldn't have willingly sacrificed himself if he wasn't sure that he was taking all of Xana with him." said Aelita.

"I wish I could say it was a dream. But its true." said Jeremy.

"I can see that it's true. But you said the program would completely wipe him out." said Yumi.

"Yeah, but then again this is Xana we're talking about. Don't you think he might have had some kind of back-up plan?" said Ulrich.

"Whatever the reason is the point he's back and a tower has been activated. He must be reusing an old attack to catch us off guard." said Jeremy.

"So do we?" asked Odd.

"Yes, Odd, but no heroics. I don't know how Xana survived or how long he's been active. There's a chance he's had time to plan things ahead since we all thought he was gone." said Jeremy.

"Whatever, Einstein. You just fire up the scanners." said Odd.

"Ready?" asked Ulrich looking at Yumi.

"I wish I wouldn't have to do this again but I'm in." said Yumi.

"As am I." said Aelita.

Odd opened the elevator and waited for the others to step in and then pushed the button for the room beneath the lab. The doors opened up to reveal the familiar scanner room.

Jeremy set up the transfer program. However just as he had done it an exclamation point appeared on the screen.

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They landed on the soft green ground of the Forest Sector of Lyoko. It looked the same as before. Graceful trees hung in mid-air letting their roots hang right over the digital sea. A light warm mist enveloped the quiet forest.

"Everything's cool, Jeremy. Transfer was successful." said Aelita.

Ulrich unsheathed his swords and twirled them around in his hands. Yumi pulled out her fans and spun them around in her fingers. Odd took aim with his wrist launcher. Aelita opened her palm and the familiar pink glow of her energy field appeared.

After not coming to Lyoko for so long they had to get used to a feeling that was almost alien to them now.

"Feels good." said Ulrich.

"I hate to admit it but it's good to brandish my fans again." said Yumi.

"Feel's great to be back." said Odd.

Aelita turned around and looked at her friends.

"Tower should be just right up ahead. Let's go." said Aelita.

The group took off on foot towards the tower.

"Why not just take the vehicles?" asked Odd.

"_The back-up programs are in my room. I can't risk using the originals because they might be corrupted_."

"I was hoping to ride my Overboard again." said Odd.

The group neared a tower that was glowing red obviously under the control of Xana. In front of the tower five Bloks and three Crabs were guarding it.

"Well, some welcoming committee. This should be a good warm up." said Odd.

POW!

The monsters had spotted them and unleashed a rapid barrage of lasers in their direction. The lasers flew by their heads as they dodged and sought refuge behind a few trees. Odd thrust his arm out from the cover of the tree he was behind and a quick succession of five gold arrows launched from his wrist and flew towards the monsters. One Blok was hit and instantly devirtualized while the other monsters continued to fire. Ulrich jumped out of his hiding place and pulled out his swords.

"Triplicate!"

In a flash of yellow light one Ulrich was now three. Ulrich and his duplicates charged forward. However no one expected what would happen next. The four remaining Blok's charged their laser and instead of a fist sized red sized energy projectile the Blok's let loose a solid beam of energy.

Ulrich's duplicates were deleted instantly the moment the beams struck and the other two beams hit the trees that others hit behind. The energy beams burned though the virtual bark and instantly Odd was hit when an energy beam plowed through his chest and Yumi followed shortly.

"Oh no!" shouted Aelita.

"_Look out! Ulrich, Aelita, Xana's modified the weaponry of his monsters!_"

"Thanks for the update Einstein. Like we didn't figure it out right now!" said Ulrich as he dodged more lasers.

Aelita let loose her Energy Field but to her dismay the attacked was negated by an energy beam.

The Bloks let loose continuous beams that swept through the forest. Ulrich was dodging the beams as well as the volley of laser fire from the Crabs. He blocked the incoming lasers with his swords and dodged the energy beams. Aelita was forced to watch as they had yet to clear a path to the tower.

POW!

She was hit in the shoulder by an unknown assailant from behind. She quickly spun with an Energy Field to find a strange sight. A dark colored Hornet graced her presence. They were black, white, and red as opposed to the green original Hornets.

"Jeremy, there's a dark colored Hornet in front of me. Xana's upgraded more than just the Bloks." said Aelita.

"_Give me a visual._"

Aelita sent him a picture of the Hornets.

"_Aelita, get out of there now! We can't risk you being devirtualized._"

However before she or the others could even run even more monsters appeared. Twelve Crabs, three Megatanks, five Bloks, and ten Kankrelats virtualized out of nowhere and surrounded them.

"Where did these guys come from?" asked Odd.

"I don't know but I don't think they're here for a reunion." said Yumi.

The monsters however remained stationary and did not move to attack them or charger their lasers.

"What are they waiting for?" asked Odd.

"Orders." said Ulrich.

He suddenly slashed all of them knocking them all down and sent them skidding across the ground towards the digital sea. They looked up in shock to see Ulrich smirking down at them like they had been on the wrong end of a twisted joke. Which they are right now.

"Ulrich! What are you doing?" asked Odd.

_"Are you crazy!?"_

Ulrich looked up at the sky and his smirk turned even more sinister.

"Fooled you."

"What are you doing?" asked Odd.

"It's been so long since I held a sword I wanted to test it out." said Ulrich in simple tone.

"What the heck are you talking about?!" shouted Yumi.

Ulrich did nothing but stare at them with a blank look.

"Answer us!" shouted Yumi.

Ulrich suddenly laughed out loud with a dark and terrifying cackle that scared all three warriors and Jeremy to the bone. He stopped laughing and looked at them with an even bigger smirk.

"You want to know what I know. Scares you doesn't it, when a friend suddenly goes all psycho." said Ulrich.

"What are you talking about?" asked Aelita.

"I partially regretted watching Franz Hopper die all those months ago. The very man who gave me life and then tried to take it away." said Ulrich.

"What's that supposed to mean?! It was Xana Franz Hopper created and tried to kill! What happened had absolutely nothing to do with you!" said Yumi.

"That depends on you think Ulrich and Xana are." said Ulrich.

"What?" asked Yumi.

"Who are you?!" said Aelita.

"You've got it all wrong, dear Aelita. You all know who I am." said Ulrich.

"Yeah right! I know Ulrich and he would never strike us with his sword in the real world or Lyoko." said Odd.

"Did you not ask Yumi about the call Ulrich received last night?" asked Ulrich.

Odd blinked and Yumi and Aelita had looks of confusion.

"When Ulrich was on the phone you heard him say Yumi's name because you thought it was her that was calling him. But that's not true is it? You never called Ulrich last night, did you Yumi?" asked the stranger.

Yumi shook her head.

"If that was not Yumi who called than who did? It was you wasn't it?" asked Aelita pointing at the figure resembling Ulrich.

"Who do you think called him? You all have a good guess what's going on here why don't you just come out and say it? Yumi, how many times did you and Ulrich ever wish to just let go any inhibitions and just tell each other how you both felt? Over and over, non stop." said Ulrich.

Yumi gulped and pulled out her fans.

"Tell us who you are." she said.

Odd cocked his arrows and pointed at Ulrich while Aelita created an energy field. Ulrich smiled sinisterly at them.

"Guess." he said pulling out his swords.

He walked towards them slowly taking small strides. Each Lyoko Warrior leveled their weapons on him. He quickly threw his swords at Odd and Aelita with such force that they were sent flying back. The swords did not hit them directly but they found that their outfits were caught in the blades that dug deeply in the trees leaving them hanging there.

He stopped in front of Yumi and placed his hands on hers. He gently lowered her hands to her sides. Yumi was afraid but she could not even move.

"So, tell me." said Ulrich.

"About what?" she asked afraid.

"Am I your Ulrich or am I someone else? Go on, I'll listen." said Ulrich leaning towards her.

"So tell me."

He leaned his lips towards hers. Yumi had thought about this for so long. But just as it was about to happen Ulrich pulled away and let out a chilling laugh that was not human. Yumi's eyes widened and she pushed Ulrich so hard he landed on his back but he did not stop laughing. She grabbed him by the throat and slammed him into the ground.

"Shut up! Stop this! Stop messing with us! Who are you?!" roared Yumi.

"Look past the virtual flesh and see what lies underneath." said Ulrich.

He placed a hand over his right eye for a second and then pulled it away for her to see. She gasped and stepped back. Ulrich's right eye had been replaced by a familiar symbol.

The Eye of Xana.

"No . . ."

Ulrich stood up and spread his arms out and he was engulfed in a bright orange light that blinded everyone. He wore a pure black body suit with dark red stripes highlighting the muscles.

Around his forehead was a completely black headband with the Eye of Xana on it as well. His hands had metal gauntlets with short curved claws on each finger.

On his chest was the red Eye of Xana and he wore black boots like the ones William wore. He opened his eyes to reveal nothing but pure black orbs with the red Eye as their pupils. He smiled at them.

"**And so at last the mystery is solved. I got to admit I expected you all to figure it out a little sooner. I couldn't have been anymore obvious."**

"How?" asked Yumi who was trembling with fear.

"**It was actually Jeremy who gave me the idea. If you all recall during one of his attempt so virtualize you all directly into Sector 5 he accidenlty separated Ulrich's mind from his body and left it directly open for me to possess. I spent the last eight months planning a new avatar and then I remembered how you all gave me the body of a Lyoko Warrior that I could possess without any resistance. That call I spoke off was made by a polymorphic specter I created that Jeremy could not detect because he served his laptop's connection with the supercomputer truly believing I was gone. Thanks, Jeremy."**

Jeremy bit his lips when he heard that.

"**I got to admit I thought at least one of you would have considered the possibility that I had a back-up plan. It's like none of you ever learned anything from all our battles. I knew you could track me and I knew you could find a way to destroy me. That determination you humans have looked like a flaw but I learned it was what gave you strength and when I escaped the supercomputer and destroyed Lyoko I knew it was far from over. **

**As I told Ulrich you all thought I made a mistake when I materialized William in the base in Siberia. It was no mistake. I wanted you to find a direct link to the programs I used to control William at that time just as I wanted you to know I had control over hundreds of supercomputers all over the world. I knew it would force you to come with an alternate way to destroy me because it would take too long with that the submarine, the Skidbladnir, and there was no guarantee it would have survived. The appearance of the Kolossus and the destruction of the Skid were means to motivate Jeremy into creating a program that could destroy me as fast as possible to achieve what I had sought. Take a good guess what that was, Jeremy."**

Xana looked up at the sky and smirked. Jeremy's eyes widened when he realized what it was.

"Franz Hopper." he said.

Everyone's eyes widened when they heard this.

"**Correct! Finally, the prodigy understands the meaning of it all. You couldn't have written a program that could destroy me on your own, Jeremy. You did not have the knowledge of my program but Franz Hopper, my creator did. The perfect motivation for him to come out was a chance to finally end my existence. **

**You see, Jeremy, you and my creators are alike in so many ways. You are both genius beyond your years and are capable of creating beyond anything that was believed to be impossible. But you are also so vain and arrogant. You were so sure it would work because it was like pressing a simple delete program and then just like that your problem is solved. **

**You were thinking of deleting a special program but you forgot that it had achieved sentience and could easily make several plans to counter your attacks. I did not have to worry about your Skid cruising through the sea because it would have taken years before you destroyed the final replica that way. So I showed you an alternative. And just like that you created it while unaware that my plan was already in action. **

**By simply creating a duplicate program of myself and closing myself in a Replica all I had to do was cut it off from the network where the program couldn't reach while you battled my duplicate who made it look like I was making final stand. In the end I achieved my goal; the death of Franz Hopper."**

Aelita choked when she heard this. All this time she though her father had died saving the world but now the truth had slapped her right in the face. It was Xana's plan from the very beginning and her father had died for nothing. She screamed in rage and threw two energy fields at Xana.

He simply stepped to the side to avoid them.

"**Struck a nerve did I there, dear Aelita. I haven't even explained what happened to your good friend Ulrich and you already want to fight."**

"Where is he?!" shouted Yumi.

"**I simply separated his mind from his body and locked him up like I did my creator all those years ago. However the difference is that this time he's not trapped inside this supercomputer. He's on one of my special Replicas just waiting for me torture him some more."**

"You will give him back!" shouted Yumi.

She threw both of her fans and charged head forward towards Xana. He simply dodged the fans and blocked every punch or kick Yumi sent at him. He smirked and grabbed her arm before with great strength threw her into a tree. Odd fired his arrows but Xana jumped and avoided each one.

With great speed he appeared behind Odd and grabbed his tail. Odd yelped as Xana yanked the tail and tossed him in the air. Xana then dodged several energy fields Aelita sent at him. Xana held out his hand and in a flash of red electricity a long red sword with black vines crawling up the hilt appeared in the palm of his hand.

He blocked Odd and Aelita's attacks easily and sliced through one of Yumi's fans. He smirked.

"**Lightning Sprint!"**

He disappeared in a red blur and appeared in front of Odd. The purple streak blond had only a chance to blink for a second before Xana punched him in the gut and sent him flying. He disappeared in a flash of red and appeared behind Aelita. He quickly swept his foot out and tripped her and kicked her hard before she even hit the ground, sending her flying into a tree.

Yumi pulled out her last fan and lunged at him. He blocked and parried with his sword while Yumi pushed him back.

"**Feeling a little angry are we, Yumi? You know if your mad about Ulrich being left without a body you all only have yourselves to blame. If you all acted a little smarter maybe Franz Hopper wouldn't have died and Ulrich wouldn't be rotting away in my little prison. If you want to hate someone hate yourselves for being so impulsive better yet, hate Franz and Jeremy for being the perfect puppets."**

Yumi growled at him and jumped back. She threw her fan at him and he only held up his arm. A shield made off black smoke appeared in front of him and blocked the attack. The smoke than held the fan in the air and sent it spinning back towards Yumi.

Yumi ducked as it flew over her but it flew right back at her. She jumped, rolled, and flipped out of the way but it kept coming. She quickly held her arms to her head and used her telekinesis to try to stop the fan from coming at her. It stopped flying towards her and she grabbed it.

However Xana held out his hand and various rocks big or small were enveloped in the black smoke and sent flying towards her. Aelita flew in and grabbed Yumi and they both took off into the air avoiding the rocks. Xana used his Lightning Sprint and ran up a tree and jumped at them. His sword sliced through Aelita's wing and they both fell and hit the ground hard.

Xana landed on his feet just a few inches from them. He kicked Yumi away from Aelita and held his hand out towards Aelita. Tree roots sprouted from the ground and instantly wrapped around Aelita keeping her from moving her arms and legs.

"**So sad for you isn't it, dear Aelita. Your mother disappeared and your father died protecting you so this time he can't save you. I wonder if you can swim out of the digital sea but there is only one way to find out."**

The tree roots carried to the edge with Xana guiding them.

"**Ever hear of angels falling twice in one day?"**

Suddenly Odd jumped in and tried to cut Xana with his claws. Xana blocked with his hands and kicked Odd hard in the chest. Xana then opened his palm and an orb of orange light appeared in front of it. It grew bigger until it was larger than anyone present.

The guardian than enveloped Odd before he had a chance to move.

"**Don't worry, Odd. I know how much you want to protect Aelita so I'll give you the chance. Just as long as you don't mind your digital structure being instantly ripped into the tiniest shreds of programming. It really isn't' that bad, Yumi came out of it several times."**

"No!" a voice shouted.

Xana turned around and a large object sliced through the roots holding Aelita setting her free and fist slammed into Xana's face. He fell onto his back quickly stood up and looked at his attack. His eyes widened in recognition.

"**William."**

In front of him stood William in his silver suit with his large cleaver pointed at the creature that had ruined his life and possessed Ulrich's body.

"**Well, the gang's all here now. I remember you being one of my most powerful tools. You fought the warriors head on and rarely lost. It's a shame I had to let you go but if I didn't than my plan would not have succeeded." **

"So in other words I was expendable. Thanks, it's better than being your complete puppet." said William.

"**You don't get it do you? I wanted Jeremy and the others to free you so they would not have anymore obstacles in their way before launching the program they thought would destroy me. But since you were so useful to me before I can repay you. You want Yumi to fall in love with you and since Ulrich is out of the picture you can have her all to yourself. **

**You can't help them find Ulrich because the Replica was hidden carefully when I took steps to make sure that program could not find it and erase it. So why not just make things easier for the both of us. I am not above rewarding people for their hard work especially when it greatly benefits me."**

William glared darkly at him.

"The only thing I want is to pull you out of that body and slice you in half." said William.

He swung his sword at him which Xana blocked easily with his own blade. Xana then sighed in disappointment.

"**I see. Well if that's the way you want to play it then fine."**

He forced William back by simply pushing his sword forward. William grunted and held his sword in front of him. Xana held his blade in a ready position waiting for him.

"**Come on, William. You're starting to overstay your welcome here so do it! Make a move already! Believe me if you don't make a move than I definitely will, you foolish human!"**

His sword glowed with red electricity as he swung it forward.

"**Lightning Arc!"**

William was caught off guard by the sudden blast of red lightning that slammed into him. He was sent into the ground and his sword flew back a few feet. Xana walked forward and stood over him.

"**Heh! You like that?"**

He kicked William in the ribs and placed his hand on William's chest. Black smoke seemed to come out of his hand and entered William's body causing him to gasp in pain.

"**This should teach you to mess with me. Now let's see what this little virus does to the human body. It's designed to make pain on Lyoko so real the only thing you want to do is kill yourself."**

He stood up and watched as William groaned and gasped in pain. He rolled of his back and struggled to stand. The pain was him causing him severe spasm and he couldn't even see straight.

Xana laughed as William continued to endure the constant pain.

"**Look at you, you're so pathetic. That was too easy. I guess all there is left for me to do is sit here and wait for your life points to run out. But I was so looking forward to torturing you a bit and I really don't want to give that up."**

Xana waved his hand and instantly the Guardian spat out Odd and William's pain vanished. Xana turned around and his sword vanished.

"**All the fun seems to have worn out. I've got business elsewhere. See ya."**

Xana jumped over the edge and vanished into the digital sea. Yumi looked down with a distraught look on her face.


	4. Chapter 4

Lord Maximus: I don't own Code: Lyoko.

Summary: They thought it was over. They thought he was defeated. They were wrong.

* * *

They had arrived safely home with Jeremy waiting for them. When they arrived Jeremy was banging fists against the keyboard endlessly.

"It was a trick. It was all a damn trick! Everything, the Replicas, the Kolossus, William's rescue, even the god damn multi agent program! It was a TRICK!"

Everyone looked at him with the same look of sorrow on their faces.

"So now what? We need to go out and save Ulrich." said Yumi with tears on her face.

"And how do you know Xana hasn't planned that out already?! Don't you get it?! He was ahead of us all the time! It's my fault!

I was so sure that I could find a way to destroy him I played right into his hands! It's because of me Hopper's dead!" choked Jeremy.

He got out of the chair and walked to the elevator.

"Where are you going?" asked Aelita.

"Somewhere where I can't get anyone killed." said Jeremy.

Suddenly he was stopped by William.

"Knock it off! Did you forget you weren't the only one who was played? I was there as well and when I asked to go to Lyoko to earn your trust back I was possessed again just to play another one of Xana's games! So why are you trying to take all the blame!?" asked William.

"Because I got Aelita's father killed!" shouted Jeremy.

"And Ulrich is still alive and needs to be saved, you moron! I was Xana's prisoner for who knows how long and I've got an idea what he's going through. You saved me but you let him remain trapped?!" snapped William.

"Xana let you go! I didn't do anything because he wanted to set you free! There's a difference!" said Jeremy.

"So we lose now? Ulrich can't be saved and you're going to sulk off somewhere? Why not just hand the world to Xana on a silver platter?!" shouted William.

"Jeremy, don't do this! My father is dead but we can't abandon Ulrich! Please don't go!" said Aelita.

"Ulrich would try to save you!" said Yumi.

"And Xana will be ahead of us just he was the entire time! Don't you get it! Everything we did since we rebuilt Lyoko was all apart of his plan! He won we lost!" said Jeremy.

"And that justifies giving up and letting Ulrich rot in Xana's prison?!" shouted Yumi.

"All right! So we rebuilt the Skid, what will that accomplish? Where do we start? Xana held back because he needed Aelita to bring Hopper out!

He doesn't have to hold anything back this time!" said Jeremy.

"**Which is why I have a proposal."**

Everyone froze at the voice and turned to the computer. Xana appeared on the monitor with his red eyes staring at them with amusement.

"**Jeremy is right of course. I don't have to hold anything back now but I am a fair person which why is I want to play a game."**

"Haven't you toyed with us enough?!" said Yumi.

"**So you won't play if Ulrich happens to be the main prize?"**


End file.
